COWEN STANDBY RESERVE FUND, INC.
I, the undersigned duly elected officer of Cowen Standby Reserve Fund,
Inc., do hereby certify that (i) the form of prospectus and the Statement
of Additional Information that would have been filed under Rule 497 (c)
of the Securities Act of 1933, as amended, would not have differed from
that contained in the most recent registration statement amendment, filed
January 23, 1996, and (ii) the text of such amendment was filed
electronically.
IN WITNESS WHEREOF, I have signed this Certification on this 29th day
of February, 1996.
COWEN STANDBY RESERVE FUND, INC.
By: /s/ Rodd M. Baxter
Rodd M. Baxter
Secretary
